Square Mile Partnership Ltd. v Fitzmaurice McCall Ltd.
The expression 'accumulated net worth' in clause 14.2 means net asset value, not accumulated profit. The contract records the intention that net assets should be removed, and clause 6.3 entitles the defendant to an adjustment based on audited accounts if net assets remain. The written contract prevails over the informal pre-contract calculations.
- Parties
- Claimant: The Square Mile Partnership Limited; Defendant: Fitzmaurice McCall Limited
- Jurisdiction
- England and Wales
- Judgment Date
- 22 July 2005
- Procedural Posture
- Commercial / Judgment
- Outcome
- Judgment for the defendant on the counterclaim.
- Legal Topics
- Share Sale Agreement, Price Adjustment Clause, Interpretation of Contractual Terms, Assignment of Debt
Case Brief
Summary, issues, holding and outcome
More case intelligence is available
Unlock the full research layer for this judgment.
Parties
The Square Mile Partnership Limited
Claimant
Fitzmaurice McCall Limited
Defendant
Procedural Posture
Commercial / Judgment
Legal Issues
- 1 Proper construction of share sale agreement clauses 6.3 and 14.2
- 2 Meaning of 'accumulated net worth'
- 3 Entitlement to price adjustment based on audited accounts
Ratio Decidendi
The expression 'accumulated net worth' in clause 14.2 means net asset value, not accumulated profit. The contract records the intention that net assets should be removed, and clause 6.3 entitles the defendant to an adjustment based on audited accounts if net assets remain. The written contract prevails over the informal pre-contract calculations.
Court Disposition
Judgment for the defendant on the counterclaim.
Orders
- Precise sum due to be determined after further clarification from counsel.
Full Case Text
Judgment text and source record
Sign in to read
Sign in to read the full judgment text
Sign in to read the full judgment text. Downloads and additional research tools may depend on your plan.
Sign in to read the full judgment